<H1> All for Good Content License Agreement </H1>

<p>WELCOME TO OUR GOOD WORKS, A CALIFORNIA NON PROFIT ("OGW") WEBSITE ("SITE"). IF YOU SUBMIT ANY FORM OF COPYRIGHTABLE MATERIAL TO OGW ("LICENSED CONTENT"), YOU AGREE TO BE SUBJECT TO THE FOLLOWING CONTENT LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT PROVIDE THE LICENSED CONTENT. OGW CAN CHANGE THIS AGREEMENT AT ANY TIME FOR ALL LICENSED CONTENT PROVIDED AFTER THE DATE OF POSTING AN UPDATED CONTENT LICENSE AGREEMENT ON THIS SITE. OGW MAY SEND REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE PROVIDING LICENSED CONTENT. YOU SHOULD READ THE TERMS OF THE CONTENT LICENSE AGREEMENT ON A REGULAR BASIS AND, AT LEAST PRIOR TO PROVIDING ADDITIONAL LICENSED CONTENT. IF YOU CONTINUE TO PROVIDE LICENSED CONTENT, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE. </p>

<ol>
<li>LICENSE.

	<blockquote>
	<p>1.1 License.  You grant to OGW a nonexclusive, worldwide, royalty-free license to: (a) copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the Licensed Content in connection with all products and services provided by OGW or under trademarks or servicemarks owned by OGW ("Licensed Uses"), with the right sublicense such rights through multiple levels of sublicensees, subject to the restrictions in this Agreement.  OGW may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as OGW. </p>

	<p>1.2 Reservation of Rights.  Except for the license rights granted in this Agreement, You retain all rights in the Licensed Content. This Agreement does not limit the rights and permissible uses that OGW would have independent of this Agreement, including rights under the U.S. Copyright Act or other applicable intellectual property laws.  OGW and its sublicensees retain all rights in any content created in connection with the exercise of the licenses to the Licensed Content, including ownership of copyrights in such modifications. Nothing in this agreement will restrict OGW from using content OGW obtains from a source other than You.
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	<p>1.3 Links to Your Website.  By providing the Licensed Content, You permit OGW to link the Site to Your website.  You agree that the web page to which any portion of the Licensed Content is linked by the Site will not spawn any pop-up or pop-under window
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<li>DELIVERY AND UPDATES.

	<blockquote>
	<p>2.1 Delivery.  You will submit the Licensed Content to OGW in accordance with OGW's technical requirements as set forth on the Site or as otherwise mutually agreed.</p>

	<p>2.2 Updates.  During the Term, You will provide updates to the Licensed Content on a regular basis in the manner described in Section 2.1 (Delivery). </p>

	<p>2.3 Use of Licensed Content. OGC may choose to use or not use the Licensed Content at OGC's discretion. </p>

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<li>WARRANTIES.  Each party represents and warrants that it has full power and authority to enter into this agreement.  You represent and warrant that You have all of the necessary rights to grant the licenses set forth in Section 1 and that the Licensed Content does not infringe the intellectual property rights of any third party. You represent and warrant that this Agreement is not contrary or inconsistent with any other agreement relating to the Licensed Content. If you are an entity, rather than an individual, You further represent and warrant that providing the Licensed Content and other performance of this Agreement have been duly approved by all appropriate actions and that the individual who provides the Licensed Content has the authority to enter into this Agreement. </li><br>


<li> DISCLAIMERS.  EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN SECTION 4, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.</li><br>

<li>INDEMNIFICATION.

	<blockquote>
	<p>5.1 You agree to defend, indemnify and hold OGC and OGC's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) Licensed Content that You submit, post to or transmit through the Site, (b) your violation of the Agreement or (c) your violation of any rights of a third party. </p>

	<p>5.2 Publicity.  The parties will coordinate prior to release of any public statement regarding this relationship. </p>

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<li>TERM AND TERMINATION.

<blockquote>
	<p>6.1 Term.  This agreement will begin on the Effective Date and continue until terminated in accordance with this agreement (the "Term").</p>

	<p>6.2 Termination.  Either party may terminate this agreement for convenience with 90 days prior written notice to the other party.  OGW may terminate this agreement immediately upon written notice to You if You breach your representations and warranties in Section 3 of this Agreement. </p>

	<p>6.3 Effects of Termination.  When this Agreement terminates:

		<blockquote>

		<p>(a) You will cease providing OGW with Licensed Content and, if applicable, provide an empty feed to OGW using the delivery mechanism described in Section 2.1 to replace the Licensed Content; </p>

		<p>(b) OGW will use commercially reasonable efforts to cease display of the Licensed Content to end users on the Site within 120 days after termination (or, if applicable, provision of the empty feed); except that the sublicenses existing at the time of the termination shall remain in effect for their term. </p>
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	<p>6.4 Survival.  Sections 1, 2.2 and 5 through 7 will survive any termination or expiration of this agreement.</p>

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<li> MISCELLANEOUS.

<p>7.1 Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and primary point of contact listed in the Licensed Content provided most recently.  Notice will be deemed given (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.  This Agreement shall be governed by and construed in accordance with the laws of the state of California, without resort to its conflict of law provisions. Any dispute with regard to this Agreement shall be submitted to one arbitrator for arbitration in Santa Clara County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The award rendered by the arbitrator shall be binding as between the parties and judgment on such award shall be entered in any court having jurisdiction thereof. The Arbitrator may award attorney's fees and costs to the prevailing party. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. OGW may assign its rights and responsibilities hereunder without notice to you. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision. OGW's failure to act with respect to a breach by you or others does not waive OGW's right to act with respect to subsequent or similar breaches. This Agreement constitutes the entire agreement between you and OGW, and supersedes all other communications, written or oral, with regard to the use of the Licensed Content by OGW.  For certain federal government agencies, the liability of You and your obligations to OGW  resulting from any breach by You of any of the provisions of this Agreement or any claim arising from this Agreement will be determined under the Federal Tort Claims Act or other applicable Act of Congress. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control. OGW agrees that Your trademarks, logos, service marks, trade names, or the fact that You have agreed to be on the Site and uses its platform, shall not be used by OGW to imply an endorsement, sponsorship or recommendation of All For Good or Our Good Works or its services by the agency or the Federal Government. NEITHER PARTY WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED $10,000.
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